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                                     BYLAWS

                                       OF

                                NETWORK SIX, INC.

                       (RESTATED AS OF DECEMBER 12, 1995)


                                    ARTICLE I

                                  STOCKHOLDERS

SECTION 1. ANNUAL MEETING.

          The annual meeting of the stockholders of the corporation shall be
held on the third Wednesday in May in each year at such hour and. place, within
or without the State of Rhode Island, as shall be stated in the notice of the
meeting, provided, however, that when such day shall be a legal holiday the
annual meeting shall be held on the next business day. In the event of the
failure to hold said meeting at any time or for any cause, any and all business
which might have been transacted at such meeting may be transacted at the next
succeeding meeting whether special or annual.

          It shall be the duty of the Secretary to cause notice of each annual
meeting to be mailed at least ten (10) days prior to the meeting to each
stockholder of record at his address as the same appears on the stock book of
the company; nevertheless, the failure to mail such notice or any irregularity
in such notice shall not affect the validity of any annual meeting or of any
proceedings at any such meeting. Notice of any annual meeting may be waived by
any stockholder or by his proxy, and will be waived by attendance at such
meeting.


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SECTION 2. SPECIAL MEETINGS.

          Special meetings of the stockholders shall be called by the Secretary
at any time by order of the President or at the request of any three (3)
directors. If the Secretary fails to call a meeting upon such order, it may be
called by any other officer of the corporation. Special meetings may be held
within or without the State of Rhode Island. Written notice of such special
meeting, stating the date, hour and place thereof, and the purpose or purposes
for which the meeting is called, shall be mailed by the Secretary at least ten
(10) days prior to the meeting to each stockholder of record at his address as
the same appears on the stock book of the corporation, and the mailing of such
notice in Providence, Rhode Island, ten (10) days before the meeting shall be
sufficient notice thereof. Notice of any meeting may be waived in writing by any
stockholder, or by his proxy, and will be waived by attendance at such meeting.
Whenever all the stockholders shall meet in person or by proxy, whether in the
same location or by telephone, such meeting shall be valid for all purposes
without call or notice and at such meeting any corporate action may be taken.

SECTION 3. QUORUM.

          At any meeting of the stockholders, the holders of a majority of the
stock issued and outstanding, present in person or represented by proxy, shall
constitute a quorum for all purposes. If the holders of the amount of stock
necessary to


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constitute a quorum shall fail to attend in person or by proxy at the time and
place fixed by these bylaws for an annual meeting or fixed by notice as above
provided for a special meeting, a majority in interest of those present in
person or by proxy may adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present any business may be transacted which might have been
transacted at the meeting as originally notified.

SECTION 4. VOTING.

          Subject to the class voting provisions set forth in the Articles of
Incorporation of the corporation which shall be controlling in the event of any
conflict with this provision, at each meeting of the stockholders, every
stockholder shall be entitled to vote in person or by proxy appointed by
instrument in writing, subscribed by such stockholder or by his duly authorized
attorney, and delivered to the Secretary at the meeting; and he shall have one
vote for each share of stock standing registered in his name at the time of the
closing of the transfer books for said meeting. Upon demand of any stockholder,
the vote upon any question before the meeting shall be by ballot.


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SECTION 5. ORGANIZATION.

          The President shall call meetings of the stockholders to order, and
shall act as Chairman of such meetings. The Secretary of the company shall act
as Secretary at all meetings of the stockholders; but in the absence of the
Secretary at any meeting of the stockholders, the presiding officer may appoint
any person to act as Secretary of the meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

SECTION 1. NUMBER AND TERMS OF OFFICE.

          The business and property of the corporation shall be managed and
controlled by the Board of Directors. There shall be not less than three (3) nor
more than nine (9) directors. Directors need not be stockholders. They shall be
elected by the stockholders at their first meeting and thereafter at each annual
meeting of the stockholders and shall hold office until the time of the next
election and until their successors are elected and qualified; provided,
however, that if at the first meeting of the stockholders there are less than
three (3) directors elected by said stockholders, the directors then in office
may elect an additional director or directors so that there may be three (3)
directors and the directors so elected shall hold office for the ensuing year or
until their successors are elected and qualified.

          Any or all of the directors may be removed, with or without cause, at
any annual or special meeting of the stockholders, and


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in case of any such removals a successor or successors may be chosen at such
meeting of the stockholders, and the director or directors so elected shall hold
office subject to removal by the stockholders for the unexpired term or terms in
respect of which such vacancy occurred.

          In case less than nine (9) directors shall be elected at any annual
meeting of the stockholders, the Board of Directors so elected may, by majority
vote, add to the Board, provided that the total membership of the Board shall
not be more than nine.

SECTION 2. PLACE OF MEETING.

          The directors may hold their meetings, have an office and keep the
books of the corporation (except as otherwise may be provided for by law) at the
office of the corporation, at Warwick, Rhode Island, or at such other place or
places as the Board from time to time may determine.

SECTION 3. MEETINGS.

          Regular meetings of the Board of Directors may be held at such places,
either within or without the State of Rhode Island and at such times as the
Board may by vote from time to time determine, and if so determined by the
Board, no notice thereof need be given.


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SECTION 4. SPECIAL MEETINGS.

          Special meetings of the Board of Directors shall be called at any time
by the Secretary by order of the President or at the request of any three (3)
directors, by giving at least two (2) days notice of the time and place of
holding the same, personally, or by letter or telegram. The mailing of such
letter or the sending of such telegram in Providence, Rhode Island, two (2) days
before the meeting shall be sufficient notice thereof. If the Secretary fails to
call a meeting upon such request, it may be called by any other officer of the
corporation. Notice of any meeting may be waived in writing by any director and
will be waived by his attendance at such meeting unless otherwise indicated in
the notice thereof. Meetings of directors may be held by means of a telephone
conference circuit and connection to such circuit shall constitute presence at
such meeting. Any and all business may be transacted at a special meeting.
Whenever all the directors shall meet, such meeting shall be valid for all
purposes without call or notice, and at such meeting any and all business may be
transacted.

SECTION 5. QUORUM.

          A majority of the Board of Directors for the time being in office
shall constitute a quorum for the transaction of business, but if at any meeting
of the Board, there be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum shall be present.


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SECTION 6. VOTING.
          At each meeting of the directors, every director (including the
presiding director) shall be entitled to one (1) vote, and in case the votes of
the directors shall be equally divided upon any question before the Board, then
the Chairman of the Board shall have a deciding vote in addition to his vote as
director.

SECTION 7. ELECTION OF OFFICERS.

          At the first regular meeting of the Board of Directors in each year
(at which a quorum shall be present) held next after the annual meeting of
stockholders, the Board of Directors shall proceed to the election of the
executive officers of the corporation.

SECTION 8. ACTION WITHOUT FORMAL NOTICE.

          Any vote, resolution or other form of action which shall be in writing
and signed by all of the directors shall constitute corporate action without any
meeting of the Board.

SECTION 9. EXECUTIVE AND OTHER COMMITTEES.

          The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, shall have and may exercise all the authority of the Board
of Directors, but no such committee shall have the authority of the


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Board of Directors in reference to amending the articles of incorporation,
adopting a plan of merger or consolidation, recommending to the stockholders the
sale, lease, exchange or other disposition of all or substantially all the
property and assets of the corporation otherwise than in the usual and regular
course of its business, recommending to the stockholders a voluntary dissolution
of the corporation or a revocation thereof, or amending the bylaws of the
corporation. The designation of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.

SECTION 10. COMPENSATION OF DIRECTORS.

          Directors' compensation shall be established by resolution of the
Board from time to time. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as
an officer, agent or otherwise and receiving compensation therefore.

                                   ARTICLE III

                                    OFFICERS

SECTION 1. OFFICERS.

          The executive officers of the corporation shall consist of a
President, one or more Vice Presidents, a Treasurer, and a


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Secretary, all of whom shall be elected by the Board of Directors at their first
meeting and thereafter by the Board of Directors. It shall not be necessary for
any officer to be either a stockholder or a director. The Board of Directors may
appoint such other officers, as it shall deem necessary, who shall have such
authority and perform such duties as may be prescribed by the Board of
Directors. One person may hold more than one office. Any officer may be removed
with or without cause by the directors, and in the event of the removal of any
officer who is also a director, that officer will cease to be a director as of
the date of his removal as an officer, unless the Board of Directors votes to
retain him as a director or unless such removal as a director would be contrary
to the provisions of the Articles of Incorporation of the corporation. The
executive officers of the corporation shall hold office until the time of the
next election and until their respective successors shall be qualified.

SECTION 2. POWERS AND DUTIES OF THE PRESIDENT.

          The President shall preside at all meetings of the stockholders and of
the Board of Directors. He shall, with the Treasurer or the Secretary, sign all
certificates of stock. He shall have the power to sign all deeds, contracts,
checks, bills of exchange, notes and other instruments in the name and on behalf
of the corporation. The President shall have the general charge and supervision
of the business, property and affairs of


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the corporation, subject to the general control of the Board of Directors, and
may appoint and discharge all servants and employees of the corporation. He
shall do and perform such other duties as may be assigned to him by the Board of
Directors.

SECTION 3. POWERS AND DUTIES OF THE VICE PRESIDENT.

          The Vice President shall in the absence of the President perform the
duties of the President and shall perform such other duties as the Board of
Directors may prescribe.

SECTION 4. POWERS AND DUTIES OF THE TREASURER.

          The Treasurer shall be the general financial officer of the
corporation. The Treasurer shall have charge of the funds of the corporation and
shall keep the same in such trust company or trust companies, bank or banks, as
the Board of Directors may designate, or, in the absence of such designation, in
such trust company or trust companies, bank or banks, as he may select. The
Treasurer shall have power in the usual and ordinary course of business of the
corporation to incur indebtedness, to make investments of its surplus funds and
reinvest the same, make contracts, and do any other act or thing in the usual
and ordinary course of its business. The Treasurer shall have custody of the
corporation's funds, books and valuable papers. The Treasurer shall have the
power to sign all deeds, contracts, checks, notes, bills of exchange, drafts, or
other orders for the payment of money by the corporation, or such instruments in


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writing as may be authorized from time to time by the Board of Directors. The
Treasurer shall also have the power to endorse all checks and drafts for
collection and deposit for the payment of money to the corporation. The
Treasurer shall have the power to countersign all certificates of stock and keep
a suitable record of their issue and transfer. The Treasurer shall keep suitable
books of account and shall perform all other duties that may be required by the
stockholders or directors.

SECTION 5. POWERS AND DUTIES OF THE SECRETARY.

          The Secretary shall keep the minutes of all meetings of the Board of
Directors and the minutes of all meetings of the stockholders in books provided
for that purpose. The Secretary shall attend to the giving and serving of all
notices of the corporation. He shall have charge of the corporate seal,
certificate books, transfer books, and such other books and papers as the Board
may direct, all of which shall at all reasonable times be open to the
examination of any director on application at the office of the corporation
during business hours. The Secretary shall have the power, when authorized so to
do by the Board of Directors, to sign checks, bills of exchange, notes and other
instruments in writing in the name and in behalf of the corporation. The
Secretary shall, in general, perform all the duties incident to the office of
Secretary, subject to the control of the Board of Directors.


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SECTION 6. INDEMNIFICATION.

          (a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust of other enterprise, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself create a presumption that the person believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

          (b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened,


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pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other corporation
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that a court of equity or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for the expenses which such court of
equity or other court shall deem proper.

          (c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) or b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses


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(including attorneys' fees) actually and reasonably incurred by him in
connection herewith.

          (d) Any indemnification under subsections (a) or (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b) Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable and a quorum
of disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

          (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this section.

          (f) The indemnification provided by this section shall not be deemed
exclusive of but shall be in addition to any other rights to which those seeking
indemnification may be entitled under the Articles of Incorporation, agreement,
vote of


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stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

          (g) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this section.


                                   ARTICLE IV

                                    VACANCIES

SECTION 1. VACANCIES.

          If the office of any director or of any officer or agent, one or more,
becomes vacant by reason of death, resignation, retirement, disqualification or
otherwise, including removal from office, the directors then in office, although
less than a quorum, by a majority vote may choose a successor or successors


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who shall hold office for the unexpired term in respect of which such vacancy
occurred.

                                    ARTICLE V

                                  CAPITAL STOCK

SECTION 1. STOCK CERTIFICATES.

          Every holder of stock in the corporation shall be entitled to a
certificate or certificates under the seal of the corporation, signed by either
the President or a Vice President and the Treasurer or Secretary, certifying to
the number of shares owned by him in the corporation. When such certificates are
signed by a transfer agent, or an assistant transfer agent, or by a transfer
clerk acting in behalf of the corporation, the signatures of such officers and
the seal of the corporation may be facsimiles.

SECTION 2. TRANSFER OF STOCK.

          Transfers of stock shall be made only in the manner prescribed by the
laws of the State of Rhode Island and only upon the delivery and surrender of
the stock certificate endorsed as by law required to transfer title, or
accompanied by a written assignment or power of attorney to sell, assign, or
transfer the same, or the shares represented thereby, properly executed. Only
persons registered on the books of the corporation as owners of shares or their
personal representatives shall be entitled to receive dividends and to vote as
such owners. The Board of


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Directors may close the stock transfer books of the corporation for a period of
fifty (50) days preceding any meeting of the stockholders or the day appointed
for the payment of a dividend upon such stock, or the date for the allotment of
rights or the date when any change or conversion or exchange of capital stock
shall go into effect, provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in advance a date,
not exceeding fifty (50) days preceding the date of any meeting of stockholders
or the date preceding the date of any meeting of the stockholders or the date
for the payment of any dividend, or the date for the allotment of rights or the
date when any change or conversion of or exchange of capital stock shall go into
effect, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment of
any such dividends, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion, or exchange of capital stock,
and in such case such stockholders only as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote, at such
meeting, or to receive payment of such dividends, or to receive such allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.


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SECTION 3. ISSUE OF NEW CERTIFICATES.

          In the event of the loss or destruction of any certificate of stock
issued by this corporation, the owner thereof shall be entitled to have a new
certificate for the same number of shares of stock issued in lieu of said
certificate so lost or destroyed upon satisfactory proof of ownership, and upon
the giving of such bond or security to the corporation to indemnify it against
any loss, cost, damage or expense which may accrue to it by reason of the issue
of said certificate in lieu of the certificate so lost or destroyed as the Board
of Directors may deem necessary.

                                   ARTICLE VI

                   CHECKS, NOTES AND OTHER CORPORATE INSTRUMENTS

SECTION 1. BY WHOM SIGNED.

          All checks, bills of exchange, notes, contracts, leases, deeds and
other instruments in writing shall be signed in the name and on behalf of the
corporation by the President or the Treasurer, or by such other officer or
officers, agent or agents, as the Board of Directors may from time to time
designate.

                                   ARTICLE VII

                          DIVIDENDS AND WORKING CAPITAL

SECTION 1. DIVIDENDS.

          Dividends may be declared by the Board of Directors from time to time
out of the Surplus, whether Earned Surplus or


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Paid-in Surplus, or net profits of the corporation, and shall be payable at such
time or times as the Board shall determine.

SECTION 2. WORKING CAPITAL.

          Before payment of any dividends or making any distribution of profits,
there may be set aside out of the net profits of the corporation such sum or
sums as the Board may from time to time in its discretion think proper as a
working capital or as a reserve fund to meet contingencies; and from time to
time the Board may increase, diminish and vary such working capital or such
reserve fund in its absolute judgment and discretion.


                                  ARTICLE VIII

                             CORPORATE NAME AND SEAL

SECTION 1. FORM.

\          The seal of the corporation shall be in the following form:

                                   ARTICLE IX

                                   FISCAL YEAR

SECTION 1. DETERMINATION OF.

          The fiscal year of the corporation shall be such as the Board of
Directors may from time to time determine.


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                                    ARTICLE X

                               AMENDMENT OF BYLAWS

SECTION 1. METHOD OF AMENDMENT.

          Bylaws of the corporation may be altered, amended or repealed by a
vote representing a majority of the outstanding number of shares of the
corporation at any annual or special meeting of the stockholders provided that
notice of such proposed alteration, amendment or repeal shall have been
contained in the notice of such meeting. The Bylaws may also be altered, amended
or repealed by a vote of a majority of the Board of Directors, but any such
action by the Board of Directors may be changed by the stockholders.

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 1. GENDER DESIGNATION.

          Whenever in these Bylaws a gender designation is used, that gender
designation is used for convenience only. All references in these Bylaws are
intended to be, and will for all purposes be interpreted to be, gender neutral.

A true copy.



                                      ATTEST:  /s/ James J. Ferry
                                             -----------------------------------
                                                     Secretary